ex107.htm


    Exhibit 10.7

     

     

    


    AMENDMENT
NO.1 REGISTRATION RIGHTS AGREEMENT

    


    Reference
is made to that certain registration rights agreement (the “Agreement”) dated
December 12, 2007 by and among Maple Mountain Explorations, Inc. (now known as
Pegasi Energy Resources Inc.), a Nevada corporation (the “Company”), and the
investors listed on the signature page thereof (the
“Buyers”).  Capitalized terms not otherwise defined herein shall have
the meaning ascribed thereto in the Agreement.

    


    WHEREAS,
under the terms of the Agreement, the Company was required to file with the SEC
and have declare effective a registration statement (the “Registration
Statement”) providing for the registration of the Common Stock issued pursuant
to the Securities Purchase Agreement as well as the shares of Common Stock
issuable upon exercise of the Warrants by May 18, 2008;

    


    WHEREAS,
the Company filed the Registration Statement by the Initial Filing Deadline and
has been in the process of responding to SEC comments as a result of which the
Company believes that it is unlikely that the Registration Statement will be
declared effective by the Initial Effectiveness Deadline; and

    


    WHEREAS,
the parties wish to amend the Agreement to extend the Initial Effectiveness
Deadline.

     

    NOW,
THEREFORE, for good and valid consideration the receipt and sufficiency of which
are hereby acknowledged, the Company and the undersigned Buyers hereby agree as
follows:

     

    
      	
              1.  

            	
              Section
      1(o) is hereby amended to read as
follows:

            


    

     

    “(o)           "Initial Effectiveness
Deadline" means the earlier of (I) the date which is (i) in the event
that the Initial Registration Statement is not subject to a full review by the
SEC, ninety (90) calendar days after the Closing Date or (ii) in the event that
the Registration Statement is subject to a full review by the SEC, two hundred
and ten (210) calendar days after the Closing Date and (II) the date which is
five (5) Business Days after the Company learns that no review of the
Registration Statement will be made by the staff of the SEC or that the staff of
the SEC has no further comments on the Registration Statement.”

     

     

    
      	
              2.  

            	
              Except
      as set forth herein, the provisions of the Agreement shall remain in full
      force and effect and are ratified and confirmed in all
      respects.

            


    

     

    
      	
              3.  

            	
              Provided
      that the Company and the Required Holders execute this amendment, it shall
      be binding upon each Buyer and the
Company.

            


    

    


     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
undersigned Buyers and the Company have caused their respective signature page
to this amendment to be duly executed as of the ____ day of May
2008.

    


    


    


    PEGASI
ENERGY RESOURCES, INC.

     (formerly
known as

    Maple
Mountain Explorations, Inc.)

    


    


    By:
____________________________

    


    


    BUYERS
SIGNATURE PAGE TO

    PEGASI
ENERGY RESOURCES, INC.

    AMENDMENT
NO. 1 TO REGISTRATION RIGHTS AGREEMENT:

    


    


    BUYER:

    


    Name:

    


    


        By:
_________________________________

    


    
 

     

     

     

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